She Is The Best Thing
by karadorkvers
Summary: Max hates seeing Caroline in a relationship and thinks about why that is. Once she knows what she wants, she has to make Caroline realize that she wants it too.


Max couldn't believe Caroline's taste in men sometimes. Andy she was behind big time; he had a store full of candy for crying out loud! But this whole debacle with Chef Nicolas was what you found when you looked up "hot mess" in the dictionary. He wanted Caroline to be someone she wasn't. When Caroline couldn't do it, it messed her up. Like seriously, she was even more of a disaster on legs than usual. And for what? A dude who only wanted her because she was pretty? He didn't know a damn thing about her.

Max knew a thing or two about Caroline. Max knew Caroline was ambitious but insecure. She knew she was ditzy but brilliant. She knew she was slow to trust but unendingly loyal just the same.

And she knew that Caroline had picked her over anything else she could have chosen. Okay, so maybe she didn't have many choices at first. She was a real desperate basket case when she walked into Max's life and tased her on the subway she slept on. But anyway, after three years she'd had opportunities to leave and she didn't.

Yet Caroline had fallen head over heels for some pretentious French dude and nobody knew why, so Max watched as Caroline seemed to lose her mind. Yeah, he was hot, and yeah, he was successful, but he wasn't in love with her. Just the thought of her. It always seemed to happen that way.

Back when she first met Caroline, Max laughed out loud when Oleg insinuated that they should sleep together. She took one look at that spoiled formerly rich bitch and never once thought she could learn to like her, much less love her.

But before that first week was up, that damned girl already had Max under her spell. No matter how much Caroline pissed her off, she kept letting herself be pulled back in, and that was not characteristic of Max one little bit.

It was a long time before Max knew she loved her. Like, love loved her. Caroline told her things Max was sure no one else knew: her fears, her dreams, her childhood memories. When she sorted it all out, Max realized that Caroline was just as misunderstood as she was. Max was expected to go nowhere in life, and Caroline was expected to go everywhere. Max didn't know what to do with herself when she came upon success and Caroline didn't know what to do when she came upon failure. Max needed someone to show her what her potential was and Caroline needed someone to show her there was more to her than the money she made. They were all of those things for each other and Max knew it.

So on the bus back from Rhode Island, as she looked up from playing Candy Crush to glance at Caroline's sleeping form next to her, Max realized she was sitting next her other half.

Somehow every little thing about Caroline that enraged Max at first charmed her now. Every time Caroline crossed some new ridiculous boundary that used to be way too much for Max to handle, she became amazed at how much her roommate could and wanted to do for her. Every step Caroline pushed her to take that she never would have bothered to left her astonished at the depth of her own potential and how much Caroline has done for her. Everything had been okay before Caroline came around. Now okay was a dimming fixture in the distance from where she stood, within the borders of incredible.

Yet Caroline still pined for men that were a hundred times better than Max. Smarter, more attractive, more likeable, more successful. Which was fair. Caroline was used to the finer things in life and Max was definitely not one of those things. Max was the criminal and Caroline was the princess.

But in The Breakfast Club, those two ended up together. It wasn't that ridiculous.

Max held her gaze on Caroline for a moment, then turned her head to talk to Earl.

* * *

"I'm suddenly feeling very intellectual. I'm not sure this apartment is fit for a high school graduate," Max smirked when they got back.

"Max, this apartment isn't fit for a preschool graduate," Caroline replied.

"Sure it is! You can learn your ABC's from the graffiti outside!"

Caroline dropped her bag and her body on top of her Murphy bed and turned to grin at Max. "I'm really proud of you, you know. I wish your mom had showed up and I'm sure you do too, but this really proves that you don't need anyone. Not that you didn't know that."

Max smiled and nodded. "Thanks. I did know that." Caroline laughed. "But now, I'm not so sure."

"What do you mean?"

Max paused, carefully considering her words lest she lived to regret this. "I did a lot of things on my own without anyone's help. I already know I can live on my own, because, let's face it, I'm a boss."

"Obviously."

"Thank you," Max beamed. "But if there's one thing I realized tonight, it's that I really did need someone. Someone who turned my life upside down to give me everything I never knew I wanted."

Caroline smiled. "You mean me, right? Just checking."

"Ugh, vain much? I was talking about Sophie! That 'spice rack' of hers has some really interesting stuff on inventory." Max plopped down next to Caroline on the bed and nudged her shoulder. "Yes, you."

"I need you too," Caroline chuckled, "and I never would have seen it coming when I was graduating from Wharton. I was supposed to be a partner at a Fortune 500 by now but I'm sitting here with you instead."

Max frowned. "Did this start out as you being nice because I can't remember anymore."

"I wasn't finished! So impatient. Anyway, I'm sitting here with you instead, and I realize that you're twice as courageous and smart and diligent as any CEO I could hope to be working for, and I couldn't picture building my new life with anyone else," Caroline finished.

Max looked down in the hopes that Caroline couldn't see her blush. Caroline Channing knew a thing or two about business types and this was high praise.

If Caroline thought she had so much courage, it was high time she proved it. It was time to grow a pair.

"If that's true, why do you keep trying?"

"Hmm?"

"Why do you keep trying to find some guy to make you happy that you can date and marry and have a bunch of kids in a fancy house with a white gate around it if you have exactly what you want right here?" Max asked.

"Well I don't know Max, I've always wanted to find love as much as I've wanted to be a successful businesswoman."

"Haven't you found it?" Max squeaked out and took in a sharp breath. The band-aid was ripping off, but she got no response. "Damn it Caroline, don't you love _me_?"

Caroline seemed to be short on words. Max's heart raced as her friend's eyes searched her own.

"Max, of course I love you. I've said that multiple times and you know it. But we're friends, and business partners. It's not like you want all those things with me."

"What if I don't know what I want anymore? I used to want nothing at all, and suddenly in the last three years I've wanted my own business, my own pastry school degree, and my own private jet! I used to be satisfied with dudes that had nothing to offer but muscles or drugs and now out of nowhere I want someone who actually understands me, respects me, and pushes me to be a better person. I never used to care what kind of person I was! You've twisted everything around Caroline, and now I think I want you!"

"Y-you want me?" Caroline stammered. "Since when?"

"Oh, I don't know, probably when I started realizing that everyone you try to date doesn't get you. Hell, they don't even know you. And they try to change you and they make you upset. You shouldn't have to change for someone Caroline. I already know who you are. I get you. I don't want you to change, at least not anymore. You don't have to. I'm right here, and I'm in love with who you are right now!"

"Now you're in love with me? Oh god, Max!"

"Oh god, I'm actually going to throw up this time." Max shot up and ran outside into the yard.

Caroline remained in a state of semi-shock, her mouth still hanging slightly open, but she followed.

"Max, wait!"

"Caroline, stop. You don't have to say anything. I only wish I had said that to myself before I opened my stupid mouth."

"No, Max, you stop. I do have to say something, and I need you to look at me while I say it."

Reluctantly, Max exhaled and stared noncommittally in the general direction of Caroline's face.

Caroline sighed. That would have to do. "When I lost my money I lost faith in myself, so when I met you, I put all that faith in you. In you, I saw someone who had nowhere to go but up and I guess I hoped I could just hop on that train with you."

Max dropped her gaze.

"Eyes up here, Max. I didn't realize how much you were going to do for me beyond giving me a roof and some sort of real world tutorial. You helped me discover who I really am and who I'm really not and made it so I didn't have to hide anything. You showed me it's okay to fight for what I really believe in and not just what someone told me was okay. And you never gave up on me, even when we fought, even when you probably should have. We never gave up on each other and now we have our little cupcake window that you nearly died in."

Caroline paused to breathe, and willed Max's eyes to meet hers.

"I was so scared that night, Max. But when we realized we had our window of opportunity once again, I thought immediately that I could never bear to lose you. I guess I didn't know what that meant then, but now I think I do."

Caroline tentatively stepped forward until her face was within inches of Max's, which was completely frozen.

"I'm about to put my mouth on yours, so if you're kidding, you need to say so right now."

Caroline brushed Max's cheek softly and finally those beautiful damn eyes made contact with hers. She trembled and hesitated, but then she kissed her. She kissed Max.

It was short and sweet. Max couldn't believe it and it seemed so ridiculous but all she could say was:

"Finally."

Max wrapped her arm around Caroline's neck and pulled her back so she could kiss her the right way. Caroline smiled into the kiss and continued it, feeling such an intense release throughout her body that she knew she had come to the right conclusion.

When they stopped and their faces drew apart, Caroline said, "I really do love you Max. In every way."

"You were the worst interruption in my life. Now you're the best thing I've ever had," Max admitted, and kissed Caroline again.


End file.
